Forbearance Default. As used herein, “Forbearance Default” means any of the following:
Forbearance Default. “Forbearance Default” means (a) the occurrence of any of the Events of Default under the Note; (b) the failure of LDSR to comply with any term, condition, or covenant set forth in this Agreement; (c) any representation made by LDSR under or in connection with this Agreement which shall prove to be materially false or misleading as of the date when made; or, (d) the filing of any petition (voluntary or involuntary) under the insolvency or bankruptcy laws of the United States or any state thereof, with respect to LDSR, or any of its subsidiaries.
Forbearance Default. Each of the following shall constitute a “Forbearance Default”:
(a) failure of the XXXX Entities to make a payment, when due, against the Outstanding Balance as required by this Agreement or the XXXX Entities Guaranty, and such failure remains uncured for two (2) Business Days after notice thereof to XXXX from Lender; provided, however, that upon tender by or on behalf of the XXXX Entities of such overdue payment within five (5) Business Days following the date of such notice, accompanied by a late payment fee equal to 10% (ten percent) of the amount of such overdue payment, Lender shall accept such overdue payment and late payment fee, and the Forbearance Default pursuant to this paragraph (a) with respect to that specific overdue payment shall be deemed to have been cured;
(b) failure of any of the Soupman Entities to perform any of its agreements and covenants set forth in this Agreement, the XXXX Entities Guaranty, the Keepwell Agreement, the Escrow Agreement or any of the documents or instruments contemplated hereby or thereby (other than as provided in paragraph (a) of this Section 8), and such failure shall continue for seven (7) Business Days after written notice from Lender;
(c) any of the representations and warranties of any of the Soupman Entities shall have been false or misleading as of the date made or deemed made;
(d) if, at any time, Lender shall fail to have a perfected first priority lien on and security interest in all of the assets of the XXXX Entities to the extent required by this Agreement and the XXXX Entities Guaranty;
(e) a Change in Control of Soupman shall occur;
(f) any of the Soupman Entities shall commence any bankruptcy, reorganization, debt arrangement or other case or proceeding under any state or federal bankruptcy or insolvency law, or any dissolution or liquidation proceeding, or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any state or federal bankruptcy or insolvency law or any dissolution or liquidation proceeding, is involuntarily commenced against or in respect of any of the Soupman Entities and such proceeding shall continue undismissed or unstayed for sixty (60) days after the commencement thereof, or a trustee, receiver, or other custodian is appointed for any of the Soupman Entities or over a material portion of the assets of any of the Soupman Entities;
(g) any judgment, decision or recovery shall be obtained by the trustee of SKII’s bankruptcy estate in respect of any o...
Forbearance Default. Nothing set forth herein or contemplated hereby (a) is intended to or shall be construed as a waiver of or acquiescence to any Specified Default, which shall continue in existence subject only to the terms of the forbearance expressly provided for in Section 1(a) hereof, or (b) shall constitute an agreement by the Administrative Agent and the Lender to forbear the exercise of any of the rights and remedies available to the Administrative Agent and the Lender under the Credit Agreement or the other Loan Documents, as the case may be, and/or applicable law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lender) upon and after the occurrence of a Forbearance Default. For purposes hereof, the term “Forbearance Default” shall mean the occurrence of any or all of the following: (i) any Event of Default under the Credit Agreement other than the Specified Defaults, (ii) a breach by any of the Parent, the Borrower or the Guarantor of any term of this Agreement, (iii) any failure by the Parent, the Borrower or the Guarantor to pay interest under the 2017 Indenture upon the expiration of the grace period applicable to such payment of interest thereunder, or (iv) any breach or inaccuracy of any representation or warranty made by any of the Parent, the Borrower or the Guarantor in Section 3 hereof. SECTION
Forbearance Default. As used herein, “Forbearance Default” means any of the following: Holders of the Company’s Series B Preferred Stock Page 3
Forbearance Default. Nothing set forth herein or contemplated hereby (a) is intended to or shall be construed as a waiver of or acquiescence to any Specified Default, which shall continue in existence subject only to the terms of the forbearance expressly provided for in Section 1(a) hereof, or (b) shall constitute an agreement by the Administrative Agent and the Lenders to forbear the exercise of any of the rights and remedies available to the Administrative Agent and the Lenders under the Credit Agreement or the other Loan Documents, as the case may be, and/or applicable law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon and after the occurrence of a Forbearance Default. For purposes
Forbearance Default. Nothing set forth herein or contemplated hereby (a) is intended to or shall be construed as a waiver of or acquiescence to any Specified Default, which shall continue in existence subject only to the terms of the forbearance expressly provided for in Section 1(a) hereof, or (b) shall constitute an agreement by the Administrative Agent and the Lenders to forbear the exercise of any of the rights and remedies available to the Administrative Agent and the Lenders under the Credit Agreement or the other Loan Documents, as the case may be, and/or Applicable Law (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon and after the occurrence of a Forbearance Default. For purposes hereof, the term “Forbearance Default” shall mean the occurrence of any or all of the following: (i) any Event of Default under the Credit Agreement other than the Specified Defaults; (ii) a breach by any of the Parent, the Borrower or the Guarantor of any term of this Agreement; or (iii) any breach or inaccuracy of any representation or warranty made by any of the Parent, the Borrower or the Guarantor in Section 4 hereof.
Forbearance Default. “Forbearance Default” means (a) the occurrence of any Event of Default under the Loan Agreements other than the extension granted hereunder; (b) the failure of OXMI to comply with any term, condition, or covenant set forth in this Agreement; (c) any representation made by OXMI under or in connection with this Agreement shall prove to be materially false or misleading as of the date when made; or, (d) the filing of any petition (voluntary or involuntary) under the insolvency or bankruptcy laws of the United States or any state thereof, with respect to OXMI, any of its Affiliates, or any of its subsidiaries.
Forbearance Default. Nothing set forth herein or contemplated hereby (a) is intended to or shall be construed as a waiver of or acquiescence to any Acknowledged Event of Default, which shall continue in existence subject only to the terms of the Forbearance, or (b) shall constitute an agreement by the Administrative Agent or the Lenders to forbear the exercise of any of the rights and remedies available to the Administrative Agent and/or the Lenders under the Credit Agreement and the other Loan Documents (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon and after the occurrence of a Forbearance Default. For purposes hereof, the term "FORBEARANCE DEFAULT" shall mean the existence of any or all of the following: (a) any Event of Default under the Credit Agreement or any other Loan Document other than the
Forbearance Default. A Forbearance Default shall occur, immediately and without notice, if one or more of the following shall occur:
i. the occurrence of any Default or Event of Default other than the Current Events of Default (without taking into account any grace or cure periods);
ii. any creditor of any Party (other than WayPoint), or any of such creditor’s assignees, agents or designees, including, without limitation, PNC Bank, National Association (“PNC”) pursuant to its senior revolving credit and term loan facility (the “Senior Facility”), commences any enforcement action, exercises or seeks to exercise any of its or their respective rights or remedies or takes or seeks to take any action that renders compliance by NYTEX Holdings, NYTEX Acquisition, New Xxxxxxx and FDF with this Forbearance Agreement impossible, or that otherwise materially impairs or materially adversely affects WayPoint’s ability to exercise its rights or remedies;
iii. the failure by NYTEX Holdings to, no later than 35 days after the Forbearance Effective Date, either (x) identify a lead investor in connection with a proposed recapitalization of NYTEX Holdings, NYTEX Acquisition, New Xxxxxxx and FDF that would, among other things, fund the purchase of the WayPoint Securities contemplated by Sections 3(a)(xiv) and 3(a)(xv) hereof, or (y) provide WayPoint with evidence of progress toward such a proposed recapitalization that is satisfactory to WayPoint in its sole discretion;
iv. the commencement by one or more of NYTEX Holdings, NYTEX Acquisition, New Xxxxxxx and FDF of a case under title 11 of the United States Code or any other act that seeks relief under any comparable bankruptcy or insolvency regime proceeding, or the commencement against one or more of NYTEX Holdings, NYTEX Acquisition, New Xxxxxxx and FDF of any such case or proceeding;
v. the failure of any of NYTEX Holdings, NYTEX Acquisition, New Xxxxxxx and FDF to timely comply with any term, condition or covenant set forth in this Forbearance Agreement;
vi. no later than one (1) Business Day after the Forbearance Effective Date, FDF shall pay not less than $100,000.00 of the reasonable out-of-pocket fees, costs and expenses incurred by WayPoint both on behalf of itself in connection with the Current Events of Default and on behalf of NYTEX Acquisition, New Xxxxxxx and FDF, including the reasonable fees, disbursements and other charges of their counsel, consultants and advisors to date, and the remaining amount of such fees, costs and expens...
